Purchase

Terms and Conditions of Purchase Order

1. AGREEMENT; BASIC DEFINITIONS

These Terms and Conditions of Purchase Order (“Terms and Conditions”) and the purchase order(s) to which these Terms and Conditions apply (each, a “Purchase Order”) constitute the complete, integrated agreement between Vendor and Deep Trekker Inc. (the "Buyer") relating to the goods and services described in the Purchase Order (the "Goods"). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Purchase Order. Each Purchase Order is an offer to purchase the Goods in accordance with the payment, delivery and other terms set forth in the Purchase Order and any of the following acts by Vendor shall constitute acceptance of the offer: (1) signing and returning the Purchase Order to the Buyer, acknowledging the terms set forth in the Purchase Order or (2) delivering the Goods in accordance with the terms of the Purchase Order. Buyer has the right to withdraw the Purchase Order at any time prior to acceptance. The terms and provisions contained in these Terms and Conditions are fully incorporated by reference into the Purchase Order. Vendor may not modify, change, renounce or waive any term or condition hereof without Buyer’s express written consent. Any terms and conditions proposed in Vendor’s acceptance or in any acknowledgment, invoice, or other form of Vendor that add to, vary from, or conflict with the terms herein are hereby rejected. Such proposal of additional, different or varying terms by Vendor shall not operate as a rejection of Buyer’s offer and Buyer's offer shall be deemed accepted without such additional, different or varying terms

2. WARRANTY

2.1 Vendor warrants to Buyer that the Goods furnished under the Purchase Order will be new, of good quality, free from any defects or deficiencies in workmanship or materials and designed and manufactured in accordance with good industry practices and standards. Goods delivered to Buyer not conforming to these requirements, including substitutions not properly approved and authorized, shall be considered defective. In addition to the warranties provided for above, Vendor represents and warrants to Buyer that all Goods furnished under the Purchase Order shall be free from failure under ordinary usage for a period of eighteen (18) months from the date of delivery. All Goods not conforming to these standards shall be considered defective.

2.2 If the Goods do not comply with the foregoing warranty, then Buyer may, at its election and at Vendor’s expense: (i) return the Goods for replacement or repair within a reasonably expedited period specified by Buyer; (ii) require the Goods to be replaced or repaired in the field within a reasonably expedited period specified by Buyer; or (iii) return the Goods to Vendor in exchange for a full refund. Vendor will pay or reimburse Buyer for any damages, costs and expenses incurred by Buyer in connection with any non-conforming Goods. If any other components have been integrated with a non-conforming Good, and, as a result of such integration, the other components do not function properly or are otherwise affected, Vendor will compensate Buyer for the costs related to the purchase of such integrated components.

2.3 Vendor further warrants that all Goods will: (i) comply with all applicable laws, regulations, certification requirements for the design, manufacture and shipment of the Goods; (ii) be free and clear of all liens, encumbrances, and other claims of title; and (iii) the Goods do not and will not, directly or indirectly, infringe any third party Intellectual Property Rights or other proprietary right.

2.4 All warranties provided herein shall survive any termination of the Purchase Order by Buyer due to the fault, error, negligence, breach of contract or breach of warranty of Vendor.

3. INSPECTION, ACCEPTANCE AND REJECTION

3.1 During the inspection period, Buyer may, with respect to any Good: (i) reject all or a portion of any nonconforming Goods; (ii) accept all or a portion of such nonconforming Goods with a price reduction for the cost of repair or the diminution of value; or (iii) accept any conforming Goods and reject the rest. No inspections by Buyer shall supplant Vendor’s warranty or other obligations hereunder.

3.2 Within thirty (30) days of Vendor’s receipt of Buyers notification of a nonconformity, Vendor shall investigate the nonconformity, deliver to the Buyer a written report of its investigation and conclusions, and formulate a corrective action plan acceptable to the Buyer’s quality department (“Quality”). Once approved by Quality, Vendor must then implement such corrective action plan.

3.3 Vendor shall maintain complete inspection records for all Goods which shall be available to Buyer during performance of an Order and until the later of: (i) seven (7) years after final payment, (ii) final resolution of any dispute involving the Goods delivered hereunder, (iii) the latest time required by an Order, (iv) the latest time required by applicable laws and regulations, or (v) as otherwise directed by Buyer.

4. DELIVERY - TIME IS OF THE ESSENCE

4.1 Time is a material provision of the Purchase Order and Vendor acknowledges that Buyer relies upon Vendor's timely performance in delivering the Goods. Vendor shall deliver the Goods to Buyer on the requested arrival date as set forth in the Purchase Order (the “Requested Arrival Date”). If Vendor determines that it will not be able to deliver the Goods on the Requested Arrival Date, Vendor shall immediately notify Buyer and Buyer shall have the option, in its sole discretion, to accept the Goods after the Requested Arrival Date or to cancel the Purchase Order.

4.2 The delivery terms for Goods shall be FCA Vendor’s facility (Incoterms 2020). Title and risk of loss shall pass to Buyer upon receipt and acceptance of Goods at Buyer’s facility. Until title on the goods has passed to the Buyer, the Vendor shall maintain the goods in satisfactory condition and keep them insured on Buyer's behalf for their full price against all risks.

4.3 If Vendor is unable to deliver Goods by the Requested Arrival Date, Buyer may, without liability: (i) reduce or cancel its requirements for any part of the quantity of the Goods that cannot be delivered by the Requested Arrival Date, (ii) reallocate to another Order, or reschedule, any portion of the Goods that cannot be delivered by the Requested Arrival Date, or (iii) waive the Requested Arrival Date and accept Goods on the actual delivery date. In addition to any other rights and remedies that Buyer may have, in the event of Vendor’s nonconformance with any of the requirements under this section or any other delivery obligation, Vendor shall be responsible for all shipping costs and expenses incurred with respect to such nonconformance including the costs of expediting shipment with respect to late deliveries.

5. INDEMNIFICATION

Vendor shall indemnify, defend and hold harmless Buyer and its affiliates, and each of their directors, managers, members, officers, shareholders, employees, agents or other intermediaries, consultants, subcontractors and suppliers (together, the “Buyer Parties”) from and against any and all claims, damages and losses, including but not limited to, attorneys' fees, costs and expenses, resulting from Vendor's acts or omissions related to the Goods or the Purchase Order or Vendor's breach of the terms, representations, warranties, provisions or covenants of the Purchase Order or these Terms and Conditions. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist. This indemnification shall survive performance of the Purchase Order or termination of the Purchase Order and these Terms and Conditions.

6. PAYMENT TERMS

6.1 In consideration for the Goods, Buyer shall pay Vendor the total amount as set forth in the Purchase Order. The total amount set forth on the Purchase Order will not be increased for any reason, cause or circumstance unless Vendor obtains Buyer's consent to such increase in writing. Costs in excess of the total amount set forth in the Purchase Order shall be borne and paid for by Vendor without reimbursement by Buyer. Prices per unit/ item may not change beyond the original Purchase Order unless Vendor obtains Buyer’s consent to such increase in writing. Any federal, state, provincial, municipal, local or other sales, use, value-added or similar taxes on the purchase by Buyer on the Goods supplied that are imposed upon the Buyer as required by applicable law (“Sales Taxes”) shall, unless separately stated and itemized be deemed included in the amount charged. Buyer shall have no liability for any penalties and/or interest associated with the failure of the Vendor to timely collect and remit to the appropriate authority. If Buyer provides Vendor with an exemption certificate or other required substantiation of an exemption from Sales Taxes, Vendor shall not invoice or collect from Buyer any such Sales Taxes exempted. Vendor shall comply with the shipping/delivery terms set forth in the Purchase Order. No additional payment will be made for shipping, packing, crating or any other charges unless explicitly authorized in the Purchase Order.

6.2 Payment to Vendor will be made in accordance with the Payment Terms as set forth in the Purchase Order.

6.3 Buyer may deny payment, in whole or in part, and therefore withhold or refuse to pay any amount to the extent reasonably necessary to protect Buyer, if the Goods received are non-conforming, defective or otherwise not in accordance with these Terms and Conditions or Vendor otherwise is not entitled to payment in the amount invoiced.

7. TERMINATION FOR DEFAULT

7.1 Buyer may, by written notice, terminate a Purchase Order or any portion thereof, for default without any liability or obligation whatsoever to Vendor for the portion terminated, in the following circumstances: (i) Vendor fails to perform any obligation hereunder, including, without limitation, any delivery obligation; (ii) when Buyer has reasonable grounds for insecurity, and Vendor fails to provide adequate assurances of performance within ten (10) days following Buyer’s demand; or (iii) should Vendor (a) become insolvent, (b) become unable to pay its debts as they mature, (c) make a general assignment for the benefit of creditors, (d) have a receiver appointed for the whole or any substantial part of its assets, or (e) become in any way the subject of a bankruptcy petition.

7.2 Vendor may, by written notice, terminate a Purchase Order in the event that Buyer fails to pay for such Purchase Order when due and such failure continues for a period of thirty (30) days after written notice to Buyer.

8. TERMINATION FOR CONVENIENCE

8.1 Buyer may, at any time, terminate all or part of the Order for its convenience upon written notice to the Vendor. Upon termination, in accordance with the Buyer’s written direction, Vendor will immediately: (i) cease work and place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete the continued portion of the Order; (ii) prepare and submit to the Buyer an itemization of all completed and partially completed Goods and/or services; (iii) deliver to Buyer any and all Goods completed up to the date of termination at the pre-termination Order price and (iv) if requested by Buyer, deliver any work in process.

8.2 In the event Buyer terminates for its convenience after performance has commenced, Buyer will compensate Vendor only for the actual Goods already shipped. Vendor shall use reasonable efforts to mitigate its own and Buyer’s liability under this Section. In order to receive compensation, Vendor’s termination claim must be submitted within thirty (30) days from the effective date of the termination.

8.3 In connection with a termination for convenience, Buyer shall not be liable to Vendor for costs or damages other than as described above, and in no event for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the price allocated to the portion of the Order terminated. 8.4 Once accepted in accordance with these terms and conditions, Vendor may not terminate a Purchase Order except in accordance with Section 7 above.

9. DISPUTES; GOVERNING LAW; JURISDICTION

9.1 The parties agree that they shall endeavor in good faith to resolve all disputes arising from or related to these Terms and Conditions or the Purchase Order by negotiation. Any dispute, cause of action, claim, suit or demand that is not resolved by negotiation may be decided by resort to litigation only in any court of competent jurisdiction in the Province of Ontario. The parties hereto irrevocably submit and consent to the exclusive jurisdiction of the courts of the Province of Ontario, in any action or proceeding arising out of or relating to the Purchase Order or these Terms and Conditions. Each party hereby irrevocably waives any venue objection it may have to any such action in any court in the Province of Ontario.

9.2 The Purchase Order and these Terms and Conditions shall be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any principles of conflicts of laws. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions, Purchase Order or any purchase or sale hereunder.

10. COUNTERFEIT PARTS

10.1 Vendor represents and warrants that it has policies and procedures in place to ensure that none of the supplies or materials furnished under this Purchase Order are “suspect/counterfeit parts” and certifies, to the best of its knowledge and belief, that no such parts have been or are being furnished to Buyer by Vendor. “Suspect/counterfeit parts” are parts that may be of new manufacture but are misleadingly labeled to provide the impression they are of a different class or quality or from a different source than is the case. If Buyer reasonably determines that Vendor has supplied suspect/counterfeit parts to Buyer, Buyer shall promptly notify Vendor and Vendor shall immediately replace the suspect/counterfeit parts with parts acceptable to Buyer.

10.2 Notwithstanding any other provision contained herein, Vendor shall be liable for all costs incurred by Buyer to remove and replace the suspect/counterfeit parts, including without limitation Buyer’s external and internal costs of removing such a counterfeit parts, of reinserting replacement parts and of any testing necessitated by the reinstallation of Vendor’s goods after counterfeit parts have been exchanged.

10.3 Vendor shall indemnify, defend and hold harmless the Buyer Parties from and against any and all claims, damages and losses, losses, costs, fines, penalties, attorney’s fees, and other expenses resulting or arising from Vendor’s failure to comply with this Section.

11. TRADE COMPLIANCE

11.1 Vendor shall perform denied party screening on its and its affiliates’ employees, managers, members, directors, officers, shareholders, employees, agents or other intermediaries, consultants, subcontractors and suppliers (including sub-tier suppliers) (the “Vendor Parties”) whom Vendor engages or solicits to engage to perform production activities or services in connection with a Purchase Order.

11.2 This requirement is intended to ensure that Vendor identifies any person or entity whom Vendor engages or solicits to perform production activities or services under this agreement, that is ineligible to perform such activities or services because of any embargo, sanction, debarment or denied party designation, including as a result of being i) the subject of any sanctions administered or enforced by Global Affairs Canada, the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, the Treasury Office of the United Kingdom, or any other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of Sanctions. In furtherance of this obligation, Vendor shall not engage any individual or entity that is the subject of Sanctions to perform production activities or services.

11.3 Vendor acknowledges and agrees that the Goods are or may be subject to export or import control laws in the jurisdictions from which and to which they may be exported or imported. Vendor is responsible to ensure all applicable import and export laws are fully complied with.

11.4 Vendor shall indemnify, defend and hold harmless the Buyer Parties from and against any and all claims, demands, damages, losses, costs, fines, penalties, attorney’s fees, and other expenses resulting or arising from Vendor’s failure to comply with this Section.

12. ANTI-BRIBERY AND CORRUPTION

12.1 The Vendor shall, and shall ensure all Vendor Parties shall: a) not, directly or indirectly, make any offer, payment, promise to pay, or authorize the giving of any monies or financial or other advantage or thing of value to any person: (i) for the purpose of inducing or rewarding that person (or any other person) to perform their role or function improperly; (ii) for the purpose of influencing a public official in relation to any decision, act or other performance (including failure to perform) of their official role or function, with the intention of obtaining or retaining business or a business advantage; or (iii) that is otherwise for the purpose of improperly obtaining or retaining business or a business advantage of any kind; b) not request, agree to receive, or accept, any monies or financial or other advantage in return or as a reward for performing their role or function improperly. c) not engage in any other activity, practice, or conduct which would constitute an offence under any other applicable anti-corruption or anti-bribery legislation, or that would place Buyer in breach of such legislation; and d) have, maintain in place, and enforce throughout the term of any Purchase Order its own policies and procedures, including but not limited to adequate procedures to ensure compliance with any applicable anti-bribery legislation and the requirements of this Section 12.

12.2 The Vendor shall, and shall ensure the Vendor Parties shall, respect the obligations contained herein, and shall comply with (1) all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including, but not limited to: (i) local and national laws in the territories in which it operates, (ii) the Corruption of Foreign Public Officials Act, 1998 (Canada), (iii) the UK Bribery Act 2010, (iv) the US Foreign Corrupt Practices Act 1977, and (v) the UN Convention Against Corruption; and (2) the Halma plc Group Code of Conduct relating to bribery and corruption which may be found on the Halma website (www.halma.com).

12.3 Vendor shall have in place its own policies and procedures to ensure compliance with this Section and shall ensure that all parties with which it is associated or who are providing Goods or services in connection with the Purchase Order or the Terms and Conditions hereof (including all Vendor Parties) are aware of and comply with the requirements of this Section.

12.4 Vendor shall maintain complete and accurate records of all transactions and payments related to the terms and conditions hereof and, on reasonable request, disclose details of those transactions and payments to the Buyer. Vendor shall, on reasonable request, confirm in writing to the Buyer that it has complied with the requirements of this Section and, if so requested, allow the Buyer to verify this compliance by way of an audit of its records.

12.5 Vendor shall immediately inform the Buyer if it suspects or becomes aware of any breach of this Section by any of the Vendor Parties and provide detailed information about the breach.

12.6 Vendor shall indemnify, defend and hold harmless the Buyer Parties from and against any and all claims, demands, damages, losses, costs, fines, penalties, attorney’s fees, and other expenses resulting or arising from Vendor’s failure to comply with this Section.

12.7 If Vendor violates or breaches the provisions of this section, Buyer shall be entitled to terminate the applicable purchase order and these terms and immediately without notice and without compensation or indemnification, and shall be in no way liable to Vendor in respect of such termination for payment of damages or any other form of compensation.

13. DATA PROTECTION

Vendor will comply with the Data Protection Laws applicable to it. “Data Protection Laws” means all applicable laws and regulations relating to data protection and privacy in force from time to time in those parts of the world in which Vendor operates and/or processes personal data (either directly or via a third party).

14. COUNTRY OF ORIGIN

14.1 “Country of Origin” shall mean either the country where a Good has been wholly obtained or, when more than one country is concerned in the production of the Good, the country where the last substantial transformation has been carried out. The Vendor shall identify the Country of Origin of all Goods on the commercial invoice or pro forma invoice accompanying the shipment. Where the Vendor is not the manufacturer of the Good, it shall obtain the Country of Origin from the manufacturer of such Good.

14.2 Upon Buyer’s request, Vendor shall provide, or assist in obtaining from its downstream suppliers, certificates of origin, declarations and/or affidavits necessary to support Buyer’s claims for duty-free or preferential duty treatment under international agreements, multi-lateral or bilateral free trade agreements, or other preferential tariff programs (e.g., United States-Mexico-Canada-Agreement (USMCA), Singapore Free Trade Agreement, U.S. Goods Returned, etc.)

15. LIMITATIONS OF LIABILITY.

15.1 IN NO EVENT SHALL BUYER BE LIABLE UNDER ANY THEORY OF LIABILITY, FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHICH INCLUDES WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, LOST BUSINESS OPPORTUNITIES, LOSS OF IMAGE OR LOST DATA, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 IN NO EVENT SHALL BUYER BE LIABLE TO VENDOR, ITS SUCCESSORS, ASSIGNS OR AFFILIATES IN EXCESS OF THE AGGREGATE AMOUNT ACTUALLY CONTRACTED TO BE PAID TO VENDOR UNDER THE PURCHASE ORDER TO WHICH THE CLAIM RELATES.

15.3 This Section 15 shall supersede and control over any contrary terms in these Terms and Conditions

16. GENERAL

16.1 The paragraph titles and headings in these Terms and Conditions are used for convenience and reference only and shall not in any way enlarge, define, limit or extend the rights or obligations of the parties or affect the meaning of these Terms and Conditions.

16.2 The non-enforcement of any terms or provisions of the Purchase Order or these Terms and Conditions by Buyer shall in no event be construed as a waiver of such term or provision. Any waiver by Buyer of any failure by Vendor to comply with the Purchase Order or these Terms and Conditions must be in writing and shall be limited to the specific matter waived and shall not be construed as a waiver of continued or future failures or defaults.

16.3 If any term or provision of the Purchase Order or these Terms and Conditions shall be held to any extent to be invalid or unenforceable, the remaining terms and provisions shall nevertheless be valid and shall be enforced to the fullest extent permitted by law.

16.4 Vendor will not be entitled to assign or transfer any of its rights under these Terms and Conditions or any Purchase Order without the Supplier’s prior written consent. For purposes of this Section, a change of control of Vendor shall include an assignment. Vendor may not assign or delegate its performance under the Purchase Order to a subcontractor without the prior written consent of the Buyer.

16.5 With respect to any notice requirement from Vendor to Buyer hereunder, such notice must be in writing to constitute an effective notice.

16.6 The terms of the Purchase Order and these Terms and Conditions constitute the entire agreement of the parties with respect to the subject matter hereof and are intended by the parties to be a final expression of their understanding with respect to such terms and may not be contradicted by evidence of any prior or contemporaneous statements, representations, agreements, or understanding. Additionally, the parties hereby agree that no such statements, representations, agreements or understandings exist.

16.7 No addition to, deletion from or modification of any term or provision of the Purchase Order or these Terms and Conditions shall be effective unless it is made in a writing signed by the parties hereto.